UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 144

OMB Number: 3235-0101

Expires:  December 31, 2009

Estimated average burden

hours per response . .  . 2.00

NOTICE OF PROPOSED SALE OF SECURITIES

SEC USE ONLY

PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

DOCUMENT SEQUENCE NO.

ATTENTION:  Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale
                                 directly with a market maker

CUSIP NUMBER

1 (a) NAME OF ISSUER (Please type or print)

Manpower Inc.

(b) IRS IDENT. NO.

39-1672779

(c) S.E.C. FILE NO.

001-10686

WORK LOCATION

1 (d) ADDRESS OF ISSUER                                                     STREET                                                  CITY                                      ;                 STATE                        ZIP CODE

(e) TELEPHONE NO.

One Manpower Place                                                      Milwaukee                    Wisconsin           53212

(414)

961-1000

2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES

         ARE TO BE SOLD

Barbara Beck

(b) IRS IDENT. NO

(c) RELATIONSHIP TO

       ISSUER

President-Europe
Middle East &

Africa

(d) ADDRESS                                                        STREET                                   CITY          STATE            ZIP

Capital Court, Windor Street, Uxbridge, Middlesex, UB8 1AB United Kingdom

3 (a)

(b)

SEC USE ONLY

(c)

(d)

(e)

(f)

(g)

Title of the

Class of

Securities

To Be Sold

Name and Address of Each Broker Through whom the

Securities Are To Be Offered or Each Market Maker

who Is Acquiring the Securities

Broker-Dealer

File Number

Number of Shares

or Other Units

To Be Sold

(See instr. 3(c))

Aggregate

Market

Value

(See instr. 3(d))

Number of Shares

or Other Units

Outstanding

(See Instr. 3(e))

Approximate

Date of Sale

(See instr. 3(f))

(MO.    DAY    YR.)

Name of Each

Securities

Exchange

(See instr. 3(g))

Common

Charles Schwab

18,758

$825,352

78,353,899

May 6, 2009

NYSE

1.  (a)  Name of issuer

     (b)  Issuer's I.R.S. Identification Number

     (c)  Issuer's S.E.C. file number, if any

     (d)  Issuer's address, including zip code

     (e)  Issuer's telephone number, including area code

2.  (a)  Name of person for whose account the securities are to be sold

     (b)  Such person's I.R.S. identification number, if such person is an entity

     (c)  Such person's relationship to the issuer (e.g., officer, director, 10% stockholder, or

           member of immediate family of any of the foregoing)

     (d)  Such person's address, including zip code

3.  (a)  Title of the class of securities to be sold

     (b)  Name and Address of each broker through whom the securities are intended to be sold

     (c)  Number of shares or other units to be sold (if debt securities, give the aggregate face amount)

     (d)  Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of

           this notice

     (e)  Number of shares or other units of the class outstanding, or if debt securities the face amount thereof

             outstanding, as shown by the most recent report or statement published by the issuer

     (f)  Approximate date on which the securities are to be sold

     (g)  Name of each securities exchange, if any, on which the securities are intended to be sold

TABLE I — SECURITIES TO BE SOLD

Furnish the following information with respect to the acquisition of the securities to be sold

and with respect to the payment of all or any part of the purchase price or other consideration therefor:

Title of

the Class

Date You

Acquired

Nature of Acquisition Transaction

Name of Person from Whom Acquired

(If gift, also give date donor acquired)

Amount of

Securities Acquired

Date of

Payment

Nature of Payment

Common  

2/17/09

2/16/05

2/18/04

2/18/03

Settlement of Performance Share Units

Grant of Restricted Stock

Grant of Restricted Stock

Grant of Restricted Stock

Manpower Inc.

17,500

10,000

3,000

3,000

N/A

N/A

INSTRUCTIONS:  1.

If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given.  If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

2.

If within two years after the acquisition of the securities the person for whose account they are to be sold had any short positions, put or other option to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish full information with respect thereto.

Name and Address of Seller

Title of Securities Sold

Date of Sale

Amount of

Securities Sold

Gross Proceeds

                                                 N/A

INSTRUCTIONS:

ATTENTION:

See the definition of "person" in paragraph (a) of Rule 144.  Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition.  In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.

__________________________________________________________________

DATE OF NOTICE

___________________________________________________________________________

(SIGNATURE)

ATTENTION:  Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

(1)

execute for and on behalf of the undersigned Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2)

execute for and on behalf of the undersigned notices on Form 144 in accordance with Rule 144 under the Securities Act of 1933;

(3)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Forms 3, 4 or 5 or Form 144 and the timely filing of such forms with the United States Securities and Exchange Commission, any stock exchange or other authority; and

(4)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to the Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.